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Filing Details

Accession Number:: 0001209191-16-122710
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2016-05-23 17:39:42
Reporting Period:: 2016-05-19

Filing Date:: 2016-05-23
Accepted Time:: 2016-05-23 17:39:42
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
1620533	Shake Shack Inc.	SHAK	()	DE

Insiders

Cik	Name	Reported Address	Director	Officer	Large Shareholder	Other
1175523	Leonard Green Partners Lp	11111 Santa Monica Blvd Suite 2000 Los Angeles CA 90025	Yes	No	Yes	No
1175525	Lgp Management Inc	11111 Santa Monica Boulevard Suite 2000 Los Angeles CA 90025	Yes	No	Yes	No
1531051	Green Equity Investors Vi, L.p.	11111 Santa Monica Boulevard Suite 2000 Los Angeles CA 90025	Yes	No	Yes	No
1531059	Green Equity Investors Side Vi, L.p.	11111 Santa Monica Boulevard Suite 2000 Los Angeles CA 90025	Yes	No	Yes	No
1568925	Lgp Malted Coinvest Llc	11111 Santa Monica Boulevard Suite 2000 Los Angeles CA 90025	Yes	No	Yes	No
1632071	Gei Capital Vi, Llc	11111 Santa Monica Boulevard Suite 2000 Los Angeles CA 90025	Yes	No	Yes	No
1632074	Green Vi Holdings, Llc	11111 Santa Monica Boulevard Suite 2000 Los Angeles CA 90025	Yes	No	Yes	No
1632725	Peridot Coinvest Manager Llc	11111 Santa Monica Boulevard Suite 2000 Los Angeles, CA 90025	Yes	No	Yes	No

Reported Non-Derivative Transactions

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Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership
Class A Common Stock	Disposition	2016-05-20	22,696	$35.02	553,642	No	4	S	Direct
Class A Common Stock	Disposition	2016-05-20	1,656	$35.02	33,880	No	4	S	Direct
Class A Common Stock	Disposition	2016-05-20	13,527	$35.02	2,420,921	No	4	S	Direct
Class A Common Stock	Disposition	2016-05-23	29,958	$35.02	523,684	No	4	S	Direct
Class A Common Stock	Disposition	2016-05-23	2,187	$35.02	31,693	No	4	S	Direct
Class A Common Stock	Disposition	2016-05-23	17,855	$35.02	2,403,066	No	4	S	Direct

Equity Swap Involved	Form Type	Code	Nature of Ownership
No	4	S	Direct
No	4	S	Direct
No	4	S	Direct
No	4	S	Direct
No	4	S	Direct
No	4	S	Direct

Reported Derivative Transactions

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Sec. Name	Sec. Type	Acquisiton - Disposition	Date	Amount	Price	Amount - 2	Price - 2
Class A Common Stock	Employee Stock Option (right to buy)	Acquisiton	2016-05-19	2,003	$0.00	2,003	$34.62

Remaning Holdings	Exercise Date	Expiration Date	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
10,254	2017-05-29	2026-05-19	No	4	A	Indirect

Reported Derivative Holdings

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Sec. Name	Sec. Type	Price	Date	Expiration Date	Amount	Remaning Holdings	Nature of Ownership
Class A Common Stock	Class B Common Stock	$0.00			0	3,508,297	Direct
Class A Common Stock	Class B Common Stock	$0.00			0	262,601	Direct
Class A Common Stock	Employee Stock Option (right to buy)	$21.00	2016-01-29	2025-01-29	8,251	10,254	Indirect

Expiration Date	Amount	Remaning Holdings	Nature of Ownership
	0	3,508,297	Direct
	0	262,601	Direct
2025-01-29	8,251	10,254	Indirect

Footnotes

Represents shares of Class A common stock, par value $0.001 per share ("A-Common") of the Issuer sold by Green Equity Investors VI, L.P. ("GEI VI").
This transaction was executed in multiple trades at prices ranging from $35.00 to $35.07. The price reported above reflects the weighted average sale price. The Reporting Persons hereby undertake to provide upon request to the SEC staff, the Issuer, or a security holder of the Issuer full information regarding the number of Shares and prices at which the trades were effected.
Represents shares owned by GEI VI.
GEI Capital VI, LLC ("Capital") is the general partner of GEI VI and Green Equity Investors Side VI, L.P. ("GEI Side VI"). Green VI Holdings, LLC ("Holdings") is a limited partner of GEI VI. Leonard Green & Partners, L.P. ("LGP") is the management company of GEI VI and GEI Side VI, and an affiliate of Capital and Holdings. Peridot Coinvest Manager LLC ("Peridot") is the management company of LGP Malted Coinvest LLC ("Malted"), and an affiliate of Capital and Holdings. LGP Management, Inc. ("LGPM") is the general partner of LGP.
Each of GEI VI, GEI Side VI, Malted, Peridot, LGP, LGPM, Capital, and Holdings, directly (whether through ownership or position), or indirectly through one or more intermediaries, may be deemed for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, to be the indirect beneficial owner of some or all of the A-Common owned by GEI VI, GEI Side VI, or Malted, or the shares of Class B Common Stock, par value $0.001 per share ("B-Common") and limited liability company interests (the "LLC Interests") of SSE Holdings, LLC owned by GEI VI and Malted (collectively, the "Equity Interests") and, therefore, a "ten percent holder" hereunder.
Each of GEI Side VI, Malted, Peridot, LGP, LGPM, Capital, and Holdings disclaims beneficial ownership of the Equity Interests reported on this row, except to the extent of its pecuniary interest therein, and, with respect to GEI VI, except to the extent of its direct ownership reported herein, and this report shall not otherwise be deemed an admission that the Reporting Persons are the beneficial owners of such securities for purposes of Section 16 or for any other purposes.
Represents shares sold by Malted.
Represents shares owned by Malted.
Each of GEI VI, GEI Side VI, Peridot, LGP, LGPM, Capital, and Holdings disclaims beneficial ownership of the Equity Interests reported on this row, except to the extent of its pecuniary interest therein, and, with respect to Malted, except to the extent of its direct ownership reported herein, and this report shall not otherwise be deemed an admission that the Reporting Persons are the beneficial owners of such securities for purposes of Section 16 or for any other purposes.
Represents shares sold by GEI Side VI.
Represents shares owned by GEI Side VI.
Each of GEI VI, Malted, Peridot, LGP, LGPM, Capital, and Holdings disclaims beneficial ownership of the Equity Interests reported on this row, except to the extent of its pecuniary interest therein, and, with respect to GEI Side VI, except to the extent of its direct ownership reported herein, and this report shall not otherwise be deemed an admission that the Reporting Persons are the beneficial owners of such securities for purposes of Section 16 or for any other purposes.
This transaction was executed in multiple trades at prices ranging from $35.00 to $35.09. The price reported above reflects the weighted average sale price. The Reporting Persons hereby undertake to provide upon request to the SEC staff, the Issuer, or a security holder of the Issuer full information regarding the number of Shares and prices at which the trades were effected.
Pursuant to the terms of the Amended and Restated Certificate of Incorporation of the Issuer, shares of B-Common can be paired with LLC Interests on a one-to-one basis and tendered to the Issuer in exchange for shares of A-Common (or cash, at the Issuer's election).
Not applicable.
These options will vest on May 19, 2017.
The options reported on this row were granted in respect of Mr. Sokoloff's service on the Issuer's board of directors and are held by Mr. Sokoloff for the benefit of LGP. LGP directly (whether through ownership or position), or indirectly through one or more intermediaries, may be deemed for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, to be the indirect beneficial owner of such options.
Represents options granted in respect of Mr. Sokoloff's service on the Issuer's board of directors. Of the 10,254 options reported, 8,251 vested onJanuary 29, 2016 and 2,003 will vest on May 19, 2017.
These options vested on January 29, 2016.